Accounting Matters; Reorganization. Neither Cardinal nor any of its affiliates has taken or agreed to take any action that (without giving effect to any actions taken or agreed to be taken by Bergen or any of its affiliates) would (a) prevent Cardinal from accounting for the business combination to be effected by the Merger as a pooling-of- interests for financial reporting purposes or (b) prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.
Accounting Matters; Reorganization. Neither Culligan nor any of its affiliates has taken or agreed to take any action that (without giving effect to any actions taken or agreed to be taken by USF or any of its affiliates) would (a) prevent USF from accounting for the business combination to be effected by the Merger as a pooling-of-interests for financial reporting purposes or (b) prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.
Accounting Matters; Reorganization. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any of their respective directors, officers or stockholders, has taken any action which would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code. Each of the representations made by the Company to its accountants relating to treatment of the Merger as a "pooling of interests" for accounting purposes are true and correct in all respects. Each of the representations made and to be made by the Company to KPMG LLP in connection with KPMG LLP's issuance of the letter referred to in Section 5.17(c) hereof are or will be, as the case may be, true and correct in all respects.
Accounting Matters; Reorganization. None of Parent, any of its Subsidiaries or, to the knowledge of Parent, any of their respective directors, officers or stockholders, has taken any action which would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code. Each of the representations made by Parent to KPMG LLP relating to treatment of the Merger as a "pooling of interests" for accounting purposes are true and correct in all respects. Each of the representations made and to be made by Parent to KPMG LLP in connection with KPMG LLP's issuance of the letter referred to in Section 5.17(c) hereof are or will be, as the case may be, true and correct in all respects.
Accounting Matters; Reorganization. Neither Parent nor any of ---------------------------------- its affiliates has taken or agreed to take any action that would (a) prevent Parent from accounting for the business combination to be effected by the Merger as a pooling-of-interests for accounting purposes or (b) prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.
Accounting Matters; Reorganization. Neither the Company nor any of its affiliates has taken or agreed to take any action that would (a) prevent Buyer from accounting for the business combinations to be effected by the Merger as a pooling-of-interests for accounting purposes or (b) prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.
Accounting Matters; Reorganization. Neither Cardinal nor any of its affiliates has taken or agreed to take any action that (without giving effect to any actions taken or agreed to be taken by Owen or any of its affiliates) would (a) prevent Cardinal from accountxxx for the business combination to be effected by the Merger as a pooling-of-interests for fi- nancial reporting purposes or (b) prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.
Accounting Matters; Reorganization. 39 Section 5.6 Brokers or Finders . . . . . . . . . . . . . 39 Section 5.7 Information in Proxy Statement/Prospectus/ Consent Solicitation . . . . . . . . . . . . 39 Section 5.8 SEC Documents; Parent Financial Statements . . 40 ARTICLE VI
Accounting Matters; Reorganization. To the knowledge of the Company, neither the Company, nor any of its directors, officers or shareholders, has taken any action which would prevent (a) the accounting for the Merger as a pooling of interests for financial reporting purposes in accordance with Accounting Principles Board Opinion No. 16 and the interpretative releases pursuant thereto (collectively, "APB 16") and the pronouncements of the SEC, or (b) the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code. Section 4.31
Accounting Matters; Reorganization. To the knowledge of Parent, neither Parent nor any of its directors, officers or stockholders, has taken any action which would prevent: (a) the accounting for the Merger as a pooling of interests for financial reporting purposes in accordance with APB 16 and the pronouncements of the SEC, or (b) the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code. Section 5.6
